Transcript of "10000001246"

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Obj. Deadline: July 20, 2012 at 4:00p.m. Hearing Date: July 27,2012 at 1:00 p.m. APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AUTHORITY TO RETAIN SAUL EWING LLP AS ITS CO-COUNSEL, NUNC PRO TUNC TO JULY 10, 2012 The Official Committee of Unsecured Creditors (the "Committee") appointed in thechapter 11 case of Cordillera Golf Club, LLC (the "Debtor"), hereby submits this application(the "Application") for the entry of an order authorizing the retention of the law firm of SaulEwing LLP ("Saul Ewing") as co-counsel to the Committee nunc pro tunc to July 10, 2012,pursuant to section 11 03(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule2014(a) of the Federal Ru1es of Bankruptcy Procedure (the "Bankruptcy Ru1es"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States BankruptcyCourt for the District of Delaware (the "Local Ru1es"). In support of its Application, theCommittee respectfully represents as follows: BACKGROUND 1. On June 26, 2012, the Debtor filed a voluntary petition for relief with this Courtunder chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages itsproperty as a debtor in possession pursuant to sections 1107(a) and 1108 of the BankruptcyCode. The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632.615239.1 7/11/12

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2. On or about July 6, 2012, the Committee was appointed in this case by the Officeof the United States Trustee consisting of the following seven members: (i) John D. OBrien;(ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S.Lemak; and (vii) Ceres Design & Arborscape, LLC. On July 9, 2012, the Committee choseMunsch Hardt Kopf & Harr, P.C. ("Munsch Hardt") as its lead counsel, and on July 10, 2012 theCommittee chose Saul Ewing as its co-counsel. 3. This Court has jurisdiction over the Application pursuant to 28 U.S. C.§§ 157 and1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This is a coreproceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory bases for the relief requested hereinare sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Ru1e 2014, and Local Rule2014-1. RETENTION OF SAUL EWING 4. By this Application, the Committee seeks authority to retain Sau1 Ewing as its co-counsel to work with Munsch Hardt to represent the Committees interests regarding all mattersrelated to the Debtors chapter 11 case. Saul Ewing and Munsch Hardt will avoid anyunnecessary duplication of services. Specifically, the Committee respectfully submits that it isnecessary and appropriate for it to employ and retain Sau1 Ewing to provide, among other things,the following services: (a) advise the Committee with respect to its rights, duties, and powers in this chapter 11 case; (b) assist and advise the Committee in its consultations with the Debtor relative to the administration of this chapter 11 case; (c) assist the Committee in analyzing the claims of the Debtors creditors and the Debtors capital structure and in negotiating with holders of claims and equity interests;615239.1 7/11/12 2

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(d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtors business; (e) assist the Committee in its investigation of the liens and claims of the Debtors pre-petition lenders and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nomesidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of any plan of reorganization for the Debtor and accompanying disclosure statement and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in this chapter 11 case; (h) assist as needed as conflicts counsel and handle any matters that may present a potential conflict for Munsch Hardt; (i) represent the Committee at hearings and other proceedings; G) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (k) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committees interests and objectives; (1) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committees powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law.615239.1 7/11/12 3

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5. The Committee has selected Saul Ewing because the partners and associates of Saul Ewing possess extensive knowledge and considerable expertise in the fields of bankruptcy, insolvency, debtors and creditors rights, debt restructuring, and corporate reorganization, among others. Accordingly, the Committee believes that Saul Ewing is well qualified torepresent it in these Chapter 11 cases. 6. The Committee requests that all legal fees and related costs and expenses incurredby the Committee on account of services rendered by Saul Ewing in these cases be paid asadministrative expenses of the estates pursuant to sections 328, 330(a), 331, 503(b), and507(a)(l) of the Bankruptcy Code. Subject to the Courts approval, Saul Ewing will charge forits legal services on an hourly basis in accordance with its ordinary and customary hourly rates ineffect on the date such services are rendered, subject to sections 328(a) and 330 of theBankruptcy Code as well as Orders of the Court entered in this case. The following are SaulEwings currently hourly rates for work of this nature: Billing_Catee!lrv Range Partners $350-$750 Special Counsel $300-$495 Associates $245-$425 Paraprofessionals $160-$275 7. These hourly rates are subject to periodic adjustments (typically in January or Julyof each year) to reflect economic and other conditions. Saul Ewing will maintain detailedrecords of actual and necessary costs and expenses incurred in connection with the legal servicesdescribed above. These rates are set at a level designed to fairly compensate the firm for thework of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is SaulEwings policy to charge its clients for all other expenses incurred in connection with the clientscase. The expenses charged to clients include, among other things, telephone and telecopier toll615239.1 7/11112 4

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and other charges, mail and express mail charges, special or hand delivery charges, photocopying charges at the rate of $.10 per page, travel expenses, expenses for "working meals," computerized research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. The firm will charge the Committee for these expenses in amanner and at rates consistent with charges made generally to the firms other clients, subject tothe Local Rules. 8. Upon information and belief, Saul Ewing does not represent and does not holdany interest materially adverse to the interests of the Debtors estate or creditors or equitysecurity holders in the matters upon which Saul Ewing is to be engaged, except to the extent setforth in the declaration of Mark Minuti attached hereto as Exhibit A. 9. Because of the extensive legal services that may be necessary in this chapter 11case, and the fact that the full nature and extent of such services are not known at this time, theCommittee believes that the employment of Saul Ewing to provide the services described aboveis appropriate and in the best interests of the Debtors estate and its creditors. 10. No prior application for the relief requested herein has been presented to thisCourt or any other court.615239.1 7/ll/12 5 , 1-

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WHEREFORE, the Committee requests that an Order be entered authorizing it to retain Saul Ewing as its co-counsel in this case, nunc pro tunc to July 10, 2012, and providing the Committee such other and further relief as the Court may deem just and proper. Dated: July 11, 2012 Respectfully submitted, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC By: Is/ Dennis S. Meir (with permission) Dennis S. Meir, Chairperson615239.1 7/11112 6

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Obj. Deadline: July 20,2012 at4:00 p.m. Hearing Date: July 27,2012 at 1:00pm. NOTICE OF APPLICATION PLEASE TAKE NOTICE that on July 11, 2012, the Official Committee of UnsecuredCreditors (the "Committee") appointed in the chapter II case of Cordillera Golf Club, LLC, filedthe Application of the Official Committee of Unsecured Creditors for Authority to RetainSaul Ewing LLP as Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 (the "Application") withthe United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an orderapproving the Application must be (a) in writing and served on or before July 20, 2012 at 4:00p.m. (prevailing Eastern Standard Time) (the "Objection Deadline"); (b) filed with the Clerk ofthe United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3d Floor,Wilmington, Delaware 19801; and (c) served as to be received on or before the ObjectionDeadline by the undersigned proposed attorneys for the Committee. PLEASE TAKE FURTHER NOTICE THAT only objections made in writing and timelyfiled and received, in accordance with the procedures above, will be considered by theBankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILLBE HELD ON July 27, 2012 AT 1:00 P.M. (PREVAILING EASTERN TIME) BEFORETHE HONORABLE CHRISTOPHER S. SONTCHI, AT THE UNITED STATESBANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5thFLOOR, COURTROOM 6, WILMINGTON, DELAWARE 19801. I The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Snite E202, Edwards, co 81632.615239.1 7/11112

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EXHIBIT A UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. DECLARATION OF MARK MINUTI MARK MINUTI hereby declares: 1. I am a partner in the law firm of Saul Ewing LLP ("Saul Ewing"), whichmaintains offices for the practice oflaw at 222 Delaware Avenue, Wilmington, Delaware 19801,as well as in Philadelphia, Harrisburg, Chesterbrook, and Pittsburgh, Pennsylvania; Newark andPrinceton, New Jersey; Baltimore, Maryland; Boston, Massachusetts; and Washington, D.C.This Declaration is submitted pursuant to section 11 03(b) of title 11 of the United States Code(the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the"Bankruptcy Rules"), and in support of the Application of the Official Committee of UnsecuredCreditors for Authority to Retain Saul Ewing LLP as its Co-Counsel, Nunc Pro Tunc to July 10,2012 (the "Application"). 2. I am familiar with the matters set forth herein and make this declaration in supportof the Application. 3. On June 26, 2012, the Debtor filed a voluntary petition for relief with this Courtunder chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages its The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXXI317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632.615239.1 7/11112

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property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On or about July 6, 2012, the Official Committee of Unsecured Creditors (the"Committee") was appointed in this case by the Office of the United States Trustee consisting ofthe following seven members: (i) John D. OBrien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design &Arborscape, LLC. On July 9, 2012, the Committee chose Munsch Hardt Kopf & Harr, P.C. ("Munsch Hardt") as its lead counsel, and on July 10, 2012 the Committee chose Saul Ewing asits co-counsel. 5. On July 10, 2012, I reviewed the docket in the Debtors case to identify partiesthat may have an interest in the Debtors case and compiled a schedule of those partiesidentified. This schedule is reproduced and attached hereto as Exhibit 1. All of the entities onExhibit 1 were searched through Saul Ewings computer system and circulated to all attorneys atSaul Ewing to determine whether Saul Ewing has any relationship therewith. Saul Ewing willcontinue to supplement this Declaration as appropriate upon completion of its additional searchand as additional creditors, equity holders or parties-in-interest are identified in this case. 6. To the extent that such a search indicated that Saul Ewing has, or had, arelationship with any such entity listed on Exhibit 1, the identities of such entities are set forthon Exhibit 2 annexed hereto and incorporated herein. Saul Ewing and its partners, counsel, andassociates: (a) Are not creditors, equity security holders, or insiders of the Debtor; (b) Are not and were not investment bankers for any outstanding security of the Debtor;615239.1 7/ll/12 2 I

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(c) Have not been, within three (3) years before the date of the filing of the Debtors chapter 11 petition, (i) investment bankers for a security of the Debtor, or (ii) an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtor; and (d) Are not and were not, within two (2) years before the date of the filing of the Debtors chapter 11 petition, a director, officer, or employee of the Debtor or of any investment banker as specified in subparagraph (b) or (c) of this paragraph. 7. Except as otherwise set forth herein and specifically in Exhibit 2, insofar as Ihave been able to ascertain, the partners, counsel, and associates of Saul Ewing do not have anyconnection with the Debtor, the Debtors officers and directors, the Debtors creditors, theDebtors equity security holders and other known parties in interests or their respective attorneysand accountants, or the members of the Committee. 8. Saul Ewing intends to apply for compensation for professional services renderedin connection with this chapter 11 case subject to the approval of this Court and compliance withapplicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Courts local rules, andOrders of the Court entered in this case concerning compensation of professionals, on an hourlybasis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm.The following are Saul Ewings currently hourly rates for work of this nature: Billin2Cate20IT Ran2e Partners $350-$750 Special Counsel $300-$495 Associates $245- $425 Paraprofessionals $160- $275 9. The hourly rates set forth above are subject to periodic adjustments to reflecteconomic and other conditions.615239.1 7/11112 3

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10. No promises have been received by Saul Ewing nor any partner, counsel orassociate thereof as to compensation in connection with these cases other than in accordancewith the provisions of the Bankruptcy Code. 11. Neither I, Saul Ewing, nor any partner, counsel or associate thereof, insofar as Ihave been able to ascertain, represents any interest adverse to the Committee or the Debtor in thematters upon which Saul Ewing is to be engaged. 12. Saul Ewing does not hold an interest materially adverse to the interest of theestates or of any class of creditors or equity security holders, by reason of any direct or indirectrelationship to, connection with, or interest in, the Debtor or an investment banker as specified insubparagraph (B) or (C) of 11 U.S.C. § 101(14), or for any other reason. 13. Saul Ewing does not currently represent the Debtor or any of its affiliates,partners or subsidiaries, and Saul Ewing will not undertake the representation of the Debtor orrelated entities during this engagement. Moreover, except as set forth herein, Saul Ewing willnot undertake the representation of any party other than the Committee in connection with theDebtors chapter 11 proceeding. 14. Based upon information available to me, I believe that Saul Ewing is a"disinterested person" within the meaning of the Bankruptcy Code with respect to the mattersupon which Saul Ewing is to be engaged in this chapter 11 case. 15. In preparing this Declaration, Saul Ewing submitted to its computer conflictdatabase the names of the parties listed on Exhibit 1. Additionally, I caused e-mails to becirculated to all persons at Saul Ewing to determine whether and to what extent Saul Ewing hasconnections with any ofthese entities or individuals.615239.17/11112 4 I I I 1-·

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16. Saul Ewing may have in the past represented and/or currently represent and may in the future represent (in matters wholly unrelated to the Debtors chapter 11 case) other entities not currently known to Saul Ewing who may be creditors or parties in interest in the Debtors chapter 11 case. To the extent that Saul Ewing discovers any such information, Saul Ewing willpromptly disclose such information to the Court, the Committee, the Debtor and the United States Trustee by filing a supplemental declaration on the electronic docket. 17. Saul Ewing is willing to be retained by the Committee as its co-counsel and will make appropriate application to this Court for compensation and reimbursement of out-of-pocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules,the Local Rules for the United States Bankruptcy Court for the District of Delaware and anyorders of this Court. 18. No agreement exists, nor will any be made, to share any compensation receivedby Saul Ewing for its services with any other person or firm. I hereby declare under the penalty of perjury that the foregoing is true and correct. Executed on July 11, 2012615239.1 7/11/12 5

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viii) Saul Ewing formerly represented Textron Financial in matters unrelated to the Debtor. ix) Saul Ewing formerly represented US Bank National Association in matters unrelated to the Debtor. x) Saul Ewing formerly represented W.W. Grainger, Inc. in matters unrelatedto the Debtor. xi) Saul Ewing formerly represented Zee Medical Services m mattersunrelated to the Debtor. c) Professionals - As part of its diverse practice, Saul Ewing appears in numerouscases, proceedings, and transactions involving many different professionals, including otherattorneys, accountants, financial consultants, and investment bankers, some of who representother parties-in-interest in these cases. Saul Ewing does not, and will not, represent any suchprofessionals in this bankruptcy case.615239.1 7/11112 3

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Re: Docket No. ORDER APPROVING APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN SAUL EWING LLP AS ITS CO-COUNSEL, NUNC PRO TUNC TO JULY 10 2012 Upon the Application (the "Application") dated July 11, 2012 of the Official Committeeof Unsecured Creditors (the "Committee") of Cordillera Golf Club, LLC (the "Debtor") for theentry of an order, pursuant to sections 1103(a) and 328(a) of title 11 of the United States Code(the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the"Bankruptcy Rules"), authorizing the Committee to retain and employ the law firm of SaulEwing LLP ("Saul Ewing"), nunc pro tunc to July 10, 2012, and upon the Declaration of MarkMinuti, a partner at the firm of Saul Ewing, dated July 11, 2012 (the "Minuti Declaration"); andit appearing that the partners, special counsel, and associates of Saul Ewing who will be engagedin this chapter 11 case are duly qualified to practice before this Court; and the Court beingsatisfied, based on the representations made in the Application and the Minuti Declaration, thatsaid attorneys represent no interest adverse to the Committee and/or the Debtors estate withrespect to the matters upon which they are to be engaged, that they are "disinterested persons," asthat term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b)of the Bankruptcy Code, that employment of Saul Ewing is necessary and would be in the bestinterests of the Committee and the Debtors estate; and finding that adequate notice of the The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632.615239.1 7/ll/12

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Application having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is ORDERED that the Application is approved; and it is further ORDERED that, in accordance with sections 1103(a) and, with respect to Saul Ewingshourly rates, 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), the Committee ishereby authorized and empowered to employ and retain the firm of Saul Ewing as its co-counsel,nunc pro tunc to July 10, 2012, to represent the Committee in this case under chapter 11 of theBankruptcy Code, and such retention is hereby approved; and it is further ORDERED that upon the Application and the Minuti Declaration, the Court finds thatSaul Ewing does not hold or represent any interest adverse to the estate or represent any otherentity having an adverse interest in connection with this chapter 11 case, and that Saul Ewing is adisinterested person, and it is further ORDERED that Saul Ewing shall be compensated in accordance with the procedures setforth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules and local rules asmay then be applicable from time to time, and such procedures as may be fixed by order of thisCourt. The Honorable Christopher S. Sontchi United States Bankruptcy JudgeDated: _ _ _ _ _ _ _, 2012615239.1 7/11/12 2

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS) Debtor. CERTIFICATE OF SERVICE I, Mark Minuti, hereby certifY that on July 11, 2012, I caused a copy of the Applicationof the Official Committee of Unsecured Creditors for Authority to Retain Saul Ewing LLPas Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 to be served on the parties on the attachedservice list in the manner indicated therein. SAUL EWING LLP By:~ Mark Minuti (No. 2659) 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 I Wilmington, DE 19899 (302) 421-6898 I IDated: July 11, 2012615239.1 7/11/12